Property Ownership Transfer Agreement

PROPERTY OWNERSHIP TRANSFER AGREEMENT

This Property Ownership Transfer Agreement ("Agreement") is made as of by and between Transferor Name: , a(n) Individual Corporation LLC whose principal address is ; and Transferee Name: , a(n) Individual Corporation LLC whose principal address is .

RECITALS

WHEREAS, Transferor is the lawful owner of certain real property described below and holds fee simple title subject only to the Permitted Exceptions defined herein; and

WHEREAS, Transferee desires to acquire, and Transferor desires to transfer and convey, all of Transferor's right, title and interest in and to the Property on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the conveyance, closing procedures, representations and warranties, and indemnities related to the transfer of the Property.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. PROPERTY

1.1 Property Description. Transferor agrees to transfer and convey, and Transferee agrees to accept, title to the real property commonly known as (the "Property"), together with all improvements, appurtenances and rights related thereto. The legal description and assessor's parcel number are as follows:

2. TRANSFER AND CONVEYANCE

2.1 Conveyance. At the Closing (as defined below), Transferor shall execute and deliver to Transferee a duly executed and acknowledged General Warranty Deed conveying good and marketable fee simple title to the Property to Transferee, subject only to the Permitted Exceptions. Title shall be vested in Transferee free and clear of any liens, encumbrances or adverse claims except as expressly permitted by this Agreement.

2.2 Permitted Exceptions. "Permitted Exceptions" means matters shown on the Title Commitment delivered prior to Closing, all matters of record agreed in writing by Transferee, zoning and land use regulations, and matters consented to by Transferee in writing.

3. CONSIDERATION

3.1 Purchase Price. The total consideration for the transfer of the Property shall be (the "Purchase Price"), payable at Closing in lawful funds acceptable to Transferor and Transferee.

3.2 Deposit. If a deposit is required, it shall be held in escrow pursuant to the Escrow Instructions and applied to the Purchase Price at Closing. The parties acknowledge that any escrow instructions shall be consistent with this Agreement.

4. CLOSING

4.1 Closing Date and Place. The closing of the transfer of the Property (the "Closing") shall occur on or before at unless otherwise agreed in writing.

4.2 Deliveries at Closing. At Closing, Transferor shall deliver (a) the executed deed; (b) releases and affidavits reasonably required to transfer title; and (c) such bills of sale and instruments of assignment as may be necessary to transfer the Property. Transferee shall deliver the Purchase Price and any requisite documents to take title.

5. TITLE AND SURVEY

5.1 Title Commitment. Within a reasonable time prior to Closing, Transferor shall deliver to Transferee a Title Commitment showing marketable fee simple title in Transferor and setting forth any exceptions. Transferee shall have the right to object to any exceptions not constituting Permitted Exceptions within the Title Review Period set forth in the Escrow Instructions.

5.2 Survey. If requested by Transferee, a current survey certified to Transferee and the Title Company shall be provided at Transferee's expense unless otherwise agreed.

6. REPRESENTATIONS AND WARRANTIES OF TRANSFEROR

Transferor represents and warrants to Transferee that, as of the Effective Date and as of Closing: (a) Transferor has good and marketable title to the Property and full authority to transfer the same; (b) there are no outstanding leases, options, easements, liens, judgments, or encumbrances affecting the Property except as disclosed in writing to Transferee; (c) Transferor is not in bankruptcy, receivership, or subject to an involuntary insolvency proceeding; and (d) there are no pending or, to Transferor's knowledge, threatened legal actions affecting title to the Property or Transferor's authority to convey the Property.

7. REPRESENTATIONS AND WARRANTIES OF TRANSFEREE

Transferee represents and warrants to Transferor that Transferee has full power and authority to enter into this Agreement, has the financial capacity to consummate the transaction, and will provide the Purchase Price in accordance with the terms hereof. Transferee further represents that it is not acquiring the Property subject to any undisclosed financing or obligation that would impair Transferee's ability to close.

8. PRORATIONS, TAXES AND COSTS

8.1 Prorations. Real property taxes, assessments, utilities and other ordinary costs pertaining to the Property shall be prorated between Transferor and Transferee as of the Closing Date in accordance with customary local practice.

8.2 Closing Costs. Transferor and Transferee shall each pay their own counsel fees. Title insurance premiums, escrow fees, recording fees, transfer taxes, and other customary closing costs shall be allocated as follows:

9. INDEMNIFICATION

9.1 Indemnities. Transferor shall indemnify, defend and hold harmless Transferee from and against any and all losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising from any breach of Transferor's representations, undisclosed liens, or obligations existing prior to Closing. Transferee shall indemnify, defend and hold harmless Transferor from and against any and all losses, liabilities, costs and expenses arising from Transferee's breach of this Agreement or matters arising after Closing, except to the extent caused by Transferor.

10. FURTHER ASSURANCES

From time to time following Closing, each party shall execute and deliver such further instruments and take such further actions as may be reasonably necessary to effectuate the transfer contemplated by this Agreement, including the correction of any clerical errors in the documents delivered at Closing.

11. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered personally, sent by certified mail, return receipt requested, or delivered by nationally recognized overnight courier to the addresses set forth below or to such other address as a party may designate by written notice:

12. AMENDMENTS, WAIVER AND COUNTERPARTS

12.1 Amendments and Waiver. This Agreement may be amended, modified or supplemented only by a written instrument executed by both parties. No waiver of any breach or default shall constitute a waiver of any other right or remedy.

12.2 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures transmitted by facsimile or electronic image shall be treated as original signatures for all purposes.

13. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state in which the Property is located, without regard to principles of conflict of laws.

13.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and shall be interpreted so as to effect the original intent of the parties to the fullest extent permitted by law.

13.3 Entire Agreement. This Agreement, together with any schedules, exhibits and the Escrow Instructions referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements, whether written or oral.

14. MISCELLANEOUS

14.1 Authority. Each party represents and warrants that the person executing this Agreement on its behalf has full authority to bind that party. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.

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